OFFICE TERMS AND CONDITIONS

GENERAL

1. This license agreement (the “Agreement”) comprises the front sheet (preceding these Conditions), these Conditions and the House Rules in force from time to time and available on our website (www.huddle.london). This Agreement (together with any documents referred to herein) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement. It supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the parties relating to such subject matter.

2. The Operator is giving the Customer the right to use and share with the Operator the Business Centre and Office on these terms and conditions of the Agreement. This Agreement is intended to give the Customer a licence for the use of temporary offices for a limited period in the Business Centre under the management and control of the Operator. The Customer accepts that it shall occupy the Office(s) as a licensee and that this licence agreement creates no tenancy interest, leasehold or other real property interest in the Customer’s favour with respect to the Office or any other part of the Business Centre.

3. This Agreement is not intended to create a tenancy of the Suite or any part of it but insofar as it may do so:

a. a notice in the form set out Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 (“the 2003 Order”) has been served by Operator on the Customer; and

b. a statutory declaration has been made by the Customer or a person duly authorised by him to do so on in the form set out in paragraph 8 of Schedule 2 to the 2003 Order;

The Operator and the User agree to exclude the provisions of Sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 in relation to any such tenancy created by this Agreement.

4. This Agreement is personal to the Customer and cannot be transferred to anyone else without prior consent from the Operator unless such transfer is required by law. The Operator will not unreasonably withhold its consent to assignment to a parent, subsidiary or affiliate of Customer provided that Customer and assignee execute the Operator’s form of Assignment of License Agreement which will require assignee to assume all Customer obligations and will not release the Customer.

5. Where two or more persons constitute the Customer all obligations of the Customer shall be joint and several.

6. A person who is not a party to this Agreement has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provisions of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

7. All notices served by the Customer must be in writing to the Operator’s address included on the Particular’s, or by email to the Business Centre manager.

8. Any notice by the Operator to the Customer shall be deemed sufficiently served if sent by hand or by first class prepaid post recorded delivery or special delivery to the Customer at its registered office or at the Office, or by email.

9. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.

10. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect (a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or (b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement. If any one or more of the provisions are adjudged alone or together to be illegal, invalid or unenforceable, the parties shall negotiate in good faith to modify any such provision(s) so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provision(s).

11. This Agreement and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales. In relation to any legal action or proceedings each of the parties irrevocably submits to the exclusive jurisdiction of the English courts.

OPERATOR’S OBLIGATIONS

12. The Operator permits the Customer to share with the Operator the use of the Office or such other suite(s) or room(s) as the Operator may from time to time direct (within the Business Centre or another property) during the normal business hours for the Business Centre, until the earlier of the expiry of the Licence Period or other determination in accordance with this Agreement.

13. The Operator permits the Customer to use the Office as offices and for no other purpose and to use the Operator’s fixtures and fittings in the Office.

14. The Operator shall during the Licence Period use reasonable endeavours to provide use of the lifts, staircases, fire escapes, toilets and other common areas designated from time to time by the Operator (in all cases) for the common use of occupiers of the Business Centre, plus basic telephony and standard internet connectivity to the Office and the Business Centre (subject to the terms of this agreement and the Operator’s acceptable use policies in operation from time to time).

Internet services

15. Subject to payment of the applicable Service Fees, the Customer will have a non-exclusive, non-transferable right to use the Network Services and the Client Portal during the Licence Period. The Customer will receive the service provider’s standard customer support services during normal business hours in accordance with such service provider’s standard policy.

16. Use of the Network Services and the Client Portal is subject to acceptance of and adherence to the Operators Acceptable Use Policy for Network services and its Centre Management system which are available on our website (www.huddle.london).

17. The Operator does not warrant that the Customer’s use of the Network Services or Client Portal will be uninterrupted or error-free; or that the information obtained by the Customer through the Network Services and/or Client Portal will meet the Customer’s requirements. The Operator is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Network Services and Client Portal may be subject to limitations, delays and other problems inherent in the use of such communications facilities

18. Whilst the Operator has internet security protocols, the Operator does not make any representations as to the security of the Operator’s Network (or the internet) or of any information that the Customer places on it.

19. The Customer is solely responsible for adopting whatever security measures (such as encryption) it believes are appropriate to its circumstances.

20. The Operator makes no representation or guarantee that a specific degree of availability will be attained in connection with the Customer’s use of the Network Services and the Client Portal. The Customer’s sole and exclusive remedy shall be the remedy of such failure by the Operator within a reasonable time after written notice.

FEES AND PAYMENT

21. The Customer will set up Direct Debit, Standing Order and/or Credit or Debit Card payments as directed by the Operator.

22. License fees (plus applicable VAT) are due for payment by 25th day of the month in respect of the standard services due for the following month.

23. All other amounts (plus applicable VAT) are due at the time of presentation of invoice by the Operator, including but not limited to charges in respect of telephone calls, additional telephony or IT services, refreshments, meeting room use, parking, storage and secretarial / admin services.

24. Late fees will be payable on any amount not paid when due. A service fee of £25 plus 5% of the late amount per month will be charged on all overdue balances under £500, or £50 plus 5% of the late amount per month on all overdue balances over £500.

25. The Customer will pay a fee of £50 (or if lower the maximum amount permitted by law) for any returned payments due to insufficient funds, or any change be made from a direct debit payment process.

26. The Operator reserves the right to withhold services (including for the avoidance of doubt, denying the Customer access to the Customer’s accommodation) while there are any outstanding fees, penalties and interest.

27. The Operator reserves the right to increase the license fee to reflect the reasonable additional costs charged to it by third party suppliers in respect of providing the Office and services.

DEPOSIT

28. The Customer will pay the deposit set out on the front of this Agreement prior to taking up occupation of the Office.

29. The Deposit will be held by the Operator as security for payment of all licence fees and any other sums payable pursuant to this Agreement or on breach of any of its provisions whether during or at the end of the Licence Period.

30. The Operator may withdraw from the Deposit any sums which are due to the Operator due to the Customer’s default under this Agreement. If the Operator withdraws money from the Deposit the Customer must pay to the Operator the sum required to restore the Deposit to its original level promptly.

31. The Operator may require the Customer to pay an increased deposit if, in the Operator’s opinion, it has reasonable grounds to do so.

32. The Operator will as soon as reasonably practicable after the end of the Licence Period return the Deposit or (as the case may be) the balance of the Deposit to the Customer after deducting sums then due under or arising from any breach of this Agreement.

CUSTOMER’S OBLIGATIONS

33. The Customer must only use the accommodation(s) for office purposes. Any other uses, including those of a “retail” or “medical” nature, involving frequent visits by members of the public, are not permitted.

34. The Customer may not allow any other person, company or body (other than the Customer’s own staff and employees) to use or occupy the Office, or to use the Office as its registered office.

35. The Customer may only carry on that business in its own name or some other name that the Operator previously agrees.

36. The Customer may use the Business Centre address as its business address. Any other uses of the Business Centre address are prohibited without the Operator’s prior written consent.

37. The Customer must conduct its business in a way that does not interfere with the Operator or with other Customers or occupiers of the Building. The Customer must not carry on a business that competes with the Operator’s business of providing serviced office accommodation(s) or its ancillary services.

38. The Customer must not alter any part of the Office, the Business Centre or any other part of the Building. The Customer is liable for any damage caused by it or those in the Building with the Customer’s permission or at the Customer’s invitation, whether express or implied, including but not limited to all employees, contractors, agents or other persons present at the Building.

39. The Customer must not install any cabling, IT or telecom connections without the Operator’s consent, which the Operator may refuse at its absolute discretion.

40. The Customer must not impede or interfere with the Operator’s right of possession and control of the Office, the Business Centre and the remainder of the Building, obstruct the stairs, passages, lifts or other common parts of the Building, bring in or take out of the Building any items of a bulky nature or at any time overload the lifts with the Operator’s prior written consent.

41. The Customer must observe and comply with the House Rules from time to time made by the Operator for the management of the Office and the Building.

42. The Customer must afford access to the Office to the Operator at all times and for all purposes.

43. The Customer shall not in any way seek to entice away or make any offer of employment to any employee or member of staff of the Operator. If the Customer contravenes this provision then the Customer will pay compensation equal to the total annual remuneration of the employee(s) in question.

44. The Customer must not move any fire extinguishers unless they are required in an emergency.

45. Any act or omission on the part of any employee, member of staff or invitee of the Customer shall be deemed to be the act or omission of the Customer.

RENEWAL OF THIS AGREEMENT

46. This Agreement lasts for the period stated in it unless terminated by the Customer or by the Operator on the terms outlined below (‘Cancellation’ or ‘Termination’). Any renewal of this Agreement shall be at the discretion of the Operator and documented by a new agreement with the Operator and may be for the Office or such other office within the Business Centre as the Operator shall in its discretion designate.

ENDING THE AGREEMENT

47. When this agreement ends the Customer is to vacate the Business Centre immediately, leaving it in the same condition as when the Customer took it, clean, tidy, free of rubbish and the Customer’s belongings on the expiry or determination of this Agreement, and shall hand back all keys and/or passes to the Building to the Operator.

48. Upon the Customer’s departure or if the Customer, at its request, relocated to different rooms within the Business Centre, the Operator will charge an Office Restoration Service fee of £100 per desk to cover normal cleaning and testing. The Operator reserves the right to charge additional reasonable fees for any repairs needed above and beyond reasonable wear and tear.

49. If the Customer leaves any of its own property in the Business Centre, the Operator may dispose of it at the Customer’s cost in any way the Operator chooses without owing the Customer any responsibility for it or any proceeds of sale.

50. If the Customer continues to use the accommodation(s) when this agreement has ended the Customer is responsible for any loss, claim or liability the Operator incurs as a result of the Customer’s failure to vacate on time. The Operator may, at its discretion, permit the Customer an extension subject to a surcharge on the monthly office fee and a new agreement being entered into.

Cancellation

51. If the Customer vacates the Office prior to the expiry of this Agreement, the Operator reserves the right to refurbish and remarket the Office so that it may immediately be re-let on the expiry of this Agreement. For the avoidance of doubt, if the Customer vacates the Office prior to the expiry of this Agreement, it shall remain liable for all fees payable until expiry of this Agreement.

Immediate Termination

52. The Operator may terminate this agreement immediately by giving the Customer notice and without need to follow any additional procedure if (a) the Customer becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or the Operator reasonably considers that the Customer is unable to pay its debts when due, (b) the Customer is in breach of any of its obligations under the Agreement which cannot be put right or which the Operator have given the Customer notice to put right and which the Customer has failed to put right within fourteen (14) days of that notice, or (c) its conduct, or that of someone at the Business Centre with its permission or invitation, whether express or implied, is incompatible with ordinary office use in the Operator’s sole opinion.

53. If the Operator terminates this agreement for any of the reasons stated above the Customer will remain liable for all obligations, including additional services used, requested or required under the agreement and the monthly office fee for the remainder of the period for which this agreement would have lasted if the Operator had not terminated it.

54. The Operator may assign the benefit of this Agreement to any third party.

INSURANCE

55. The Customer will be responsible for taking out insurance cover for its own contents.

56. The Customer will take out public liability insurance to cover all liabilities to the Operator or third parties arising from anything that happens, with or without the Customer’s knowledge or permission, within the Office(s) or as a result of the Customer’s occupation and provide evidence of cover to the Operator on request.

57. The Customer will not do anything which may make any insurance policy relating to the Office(s) or the Building invalid or which may increase the premiums for that insurance.

LIMIT OF LIABILITY

58. The Customer agrees that the Operator is not liable for any loss, damage or claim as a result of its failure to provide a service as a result of mechanical breakdown, strike, maintenance, delays by contractors or shortage of fuel, water, materials or staffing, or for any other reason unless failure to is caused by the Operator’s deliberate act or negligence.

59. The Customer agrees that the Operator will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, the Customer’s agreement and/or the Customer’s use of the services except to the extent that such loss, damage, expense or claim is directly attributable to the Operator’s deliberate act or negligence.

60. Notwithstanding the above, to the fullest extent permitted by law, the maximum liability that the Operator shall have to the Customer for any reason will be limited to the lower of last three months license fees paid and £25,000.

Consequential loss

61. The Operator will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss unless the Operator otherwise agrees in writing.

Indemnity

62. The Customer shall indemnify the Operator and keep the Operator indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability it suffers, in any way arising from the Customer’s (or its employees, staff or invitees) breach of this Agreement, or anything done by the Customer (or anyone under its authority, including its employees, staff or invitees) at the Office(s) and/or the Building and/or in connection with the Services.

ANTI-MONEY LAUNDERING REGULATIONS

63. Under the Anti Money Laundering Regulations (AMLR) 2007 and 2017 (as updated from time to time) and where applicable the London Local Authorities Act 2007 (as updated from time to time), we may be required to verify the identity of those we deal with. This may include checking against electronic and other databases (public or otherwise).

DATA PROTECTION

64. We take our responsibilities with regards to data protection seriously. As such, we are committed to protecting your privacy and ensuring that adequate safeguards are in place to ensure compliance with applicable data protection legislation. All information provided to us by you will be held securely on our systems. Our data protection policy is available on our website (www.huddle.london).

65. The Operator adheres to all GDPR compliance policies as those by law. Further details of this can be found on our website (www.huddle.london)